Sample Business Contracts

Agreement - Aeronautic Media Inc., McKelvey Enterprises and Andrew J. McKelvey

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          Agreement, made as of this 3rd day of January, 1995, among ANDREW J.
MCKELVEY ("AJM"), AERONAUTIC MEDIA, INC., a Delaware corporation ("AMI"), and
MCKELVEY ENTERPRISES, INC., a New York corporation ("MEI").

          AMI has acquired a motoryacht type AZIMUT 78' Ultra bldg. no. 33,
powered by twin DEUTZ diesel engines of 1400 HP each (the "Yacht").  The parties
wish to set forth certain understandings and agreements concerning the Yacht.

          NOW, THEREFORE, in consideration of the mutual obligations and duties
of the parties hereto and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as

     1.   The Yacht is an asset of AMI, to be dealt with by AMI as it sees fit. 
Notwithstanding the foregoing and the fact that in connection with the financing
of the Yacht each of the undersigned is a party to the Promissory Note for the
benefit of First New England, a unit of GE Capital (the "Note"), all liabilities
arising out of or in connection with the Note are the sole obligation and
responsibility of AJM.  AJM agrees to indemnify, defend hold harmless each of
AMI and MEI from and against, and shall promptly pay each of them for any and
all losses, liabilities, damages and expenses (including but not limited to
reasonable attorneys' fees) AMI or MEI may suffer or incur arising out of or in
connection with the Note, including but not limited to any payment which may be
made by either of AMI or MEI under the Note or any damages suffered by AMI in
the event First New England realizes on its security interest in the Yacht.

     2.   This agreement (i) constitutes the entire agreement among the parties
with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York (other than the conflicts of
laws provisions thereof) and (iv) may not be amended, terminated or waived

          IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.

                                   /s/ Andrew J. McKelvey                       
                                   Andrew J. McKelvey

                                   AERONAUTIC MEDIA, INC.

                                   By: /s/ Thomas G. Collison                   

                                   MCKELVEY ENTERPRISES, INC.

                                   By: /s/ Thomas G. Collison